AMENDED EMPLOYMENT AGREEMENT - ALBERT RAHM II

EX-10.19 5 g79798exv10w19.txt AMENDED EMPLOYMENT AGREEMENT - ALBERT RAHM II EXHIBIT 10.19 AMENDMENT AGREEMENT ENTERED INTO AS OF THE DAY OF JULY 19TH, 2002 (hereinafter referred to as the "The Amendment Agreement"), BETWEEN: MAYOR'S JEWELERS, INC. a corporation duly incorporated according to the laws of Delaware, having its head office at 14051, Northwest 14th Street, Sunrise, Florida, herein represented by its Chief Executive Officer, Joe Cicio (hereinafter referred to as the "Company"), AND: ALBERT J. RAHM, II (hereinafter referred to as the "Executive"), WHEREAS the Company is engaged in the business of operating a chain of retail stores specializing in jewelry, timepieces, china, crystal and giftware (the "Business"); WHEREAS the Executive declares possessing certain expertise in the fields of operating jewelry stores for a retail chain; WHEREAS the Executive has been working for the Company since April 22, 1991 as its Vice President of Stores according to an EMPLOYMENT AGREEMENT (the "Agreement") dated May 10, 2001; WHEREAS the Company is contemplating entering into a transaction under which Henry Birks & Sons Inc or its nominee would invest US$15.0 million in the Company (herein referred to as the Transaction); WHEREAS the Company has agreed and the Executive has accepted to amend the term of the Agreement conditional upon Birks and the Company closing the Transaction; WHEREAS the Company has agreed and the Executive has accepted to enter into an Amendment Agreement on the same terms and conditions contained in the Agreement save and except as herein detailed; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS: 1. The parties acknowledge that the foregoing recitals are true in substance and in fact; 2. The Agreement shall be amended as herein described conditional upon closing of the Transaction; 3. Should the Transaction be consummated, the Agreement shall be amended upon the date of closing of the Transaction; 4. Section 1.01 EMPLOYMENT AND DUTIES of the Agreement is hereby amended as follows: the sentence reading: "Such title and duties may be changed in a manner deemed appropriate from time to time by the CEO or the Board of Directors so long as such title and duties are consistent with Executive's employment level and qualifications; provided, however, this sentence shall not be operative after an Early Trigger or Change of Control as defined in Section 3.01" is deleted and replaced by the following: "Such title and duties may be changed in a manner deemed appropriate from time to time by the CEO or the Board of Directors so long as the Executive continues to be a member of the top level of management of the Company, with a title and responsibilities of those of a senior Executive officer, and reports directly and solely to either the person then designated CEO or COO". 5. Section 3.01(g) "GOOD REASON" of the Agreement is hereby amended as follows: the sentence under clause (i) reading: "the Company changes the Executive's status, title or position as an officer of the Company and such change represents a material reduction in such status, titles or position conferred hereunder , and/or" is deleted and replaced by the following: "the Executive ceases (x) to be a member of the top level of management of the Company, (y) to have a title or responsibilities of those of a senior Executive officer, or (z) to report directly and solely to the person then designated either CEO or COO." 6. At the end of Section 3.01 (g) the following sentence shall be added: "A requirement by the CEO or the Board of Directors of the Company that the Executive provide information to, or cooperate with, personnel of any entity that is or becomes a controlling stockholder of the Company shall not constitute Good Reason, unless such requirement has the effect of requiring the Executive to report to someone other then the person then designated CEO or COO of the Company." 7. In Section 3. 04 TERMINATION, NON-RENEWAL OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL, paragraph (c), clause (y) reading: "Good Reason shall include a change in the Executive's status, title or position as an officer of the Company and such change represents a material reduction in such status, title or position as in effect immediately prior to a change in control." shall be deleted. 8. Following consummation of the Transaction, it is contemplated that the Executive would report on, (i) a direct-line-basis, to the person then designated COO, with respect to matters related to the day-to-day operation of the Company's retail stores, and (ii) a dotted-line-basis, to the person then designated CEO, with respect to matters related to -2- retail strategy and policy. In addition, following consummation of the Transaction, the Executive will be considered a member of the senior management of the Company and will be a participant in regularly scheduled senior management meetings to be chaired by the CEO. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. MAYOR'S JEWELER'S, INC. Per: ------------------------------- Signed at: /s/ JOSEPH CICIO ------------------------- this 22nd day of July, 2002 Acknowledged and accepted: ALBERT J. RAHM II /s/ ALBERT J. RAHM II - ------------------------------------ -3-